TBHS » Topics » Nominating Committee

This excerpt taken from the TBHS DEF 14A filed Apr 27, 2005.

Nominating Committee

        The nominating committee is comprised of Edward Allison, Kelvin Moss and Edward Coppin. The nominating committee met two times in 2004. The members of the committee are "independent" as defined in Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards. The nominating committee is responsible for approving nominations for directors of the company. The company has not adopted a formal nominating committee charter. The board is evaluating the need for such a charter and may adopt one in the future.

        The nominating committee will consider nominees to the board proposed by shareholders, although the board has no formal policy with regard to shareholder nominees as they consider all nominees on their merits as discussed below. Any shareholder nominations proposed for consideration by the independent directors should include the nominee's name and qualifications for board membership and should be addressed to:

    Corporate Secretary
    The Bank Holdings
    P.O. Box 19579
    Reno, Nevada 89511-2119

        The nominating committee is responsible for identifying candidates for membership on the board and makes determinations as to whether to recommend such candidate's nomination to the board based on their character, judgment, and business experience, as well as their ability to add to the board's existing strengths. This assessment typically includes issues of expertise in industries important to The Bank Holdings, functional expertise in areas such as marketing, human resources, operations, finance and information technology and an assessment of an individual's abilities to work constructively with the existing board and management, all in the context of an assessment of the perceived needs of the board at that point in time. The committee does not have any written specific minimum qualifications or skills that they believe must be met by either their candidates or a shareholder-recommended candidate in order to serve on the board. The independent directors identify nominees by first evaluating the current members of the board of directors qualified and willing to continue in service. Current members of the board with skills and experience that are relevant to The Bank Holdings's business and who are willing to continue in service are considered for renomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. If any member of the board does not wish to continue in service or if the independent directors or the board decided not to nominate a member for reelection, the independent directors identify the desired skills and experience of a new nominee in light of the following criteria. When identifying and evaluating new directors, the independent directors consider the diversity and mix of the existing board of directors, including, but not limited to, such factors as: the age of the current directors, their geographic location (being a community bank, there is a strong preference for local directors), employment experience, community representation, public interest considerations and the implementation of The Bank Holdings's strategic plan. Among other things, when examining a specific candidate's qualifications, the committee considers: the ability to represent the best interest of The


Bank Holdings, existing relationships with the company, interest in its affairs and its purpose, the ability to fulfill director responsibilities, leadership skill, reputation within the community, community service, integrity, business judgment, ability to develop business for the company and its subsidiaries and the ability to work as a member of a team. All nominees to be considered at the annual meeting have been recommended by the nominating committee.

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